Terms of Service

Last Updated: February 1, 2022

 

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS A USER AT AND THROUGH THIS INTERNET SITE OR ANY RELATED INTERNET SITE, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

 

These Terms of Service (these “Terms”), together with any documents referenced herein, contain all of the terms and conditions that apply to access to and use of one or more Web3 services (collectively, the “Services”, and each a “Service”), by those persons (each, a “User”) for the purpose of discovering, accessing and directly interacting with one another and discovering, accessing, directly interacting with, acquiring, holding and disposing of non-fungible tokens (collectively, “NFTs”) and other virtual tokens available on public blockchains (collectively, “Blockchains”) at and through the Internet website https://www.CentralBusinessDevelopment.com and related Internet websites (collectively, the “Sites”), as provided by the Sites’ proprietor, Evergreen Carbon Offsets (“Evergreen Carbon Offsets”).  By clicking “I accept” and also by accessing and interacting with any NFTs or virtual tokens, or any creator (each, a “Creator”, and collectively, “Creators”)) or owner (each, an “Owner”, and collectively “Owners”) of any NFTs or virtual tokens, or any Blockchains, or any of them, at or through the Sites, User, freely, voluntarily and with full authority and capacity to do so, agrees to be bound by and accepts these Terms.  If you (as a User) do not agree to be bound by all of these Terms, please do not use, utilize or access the Sites, or any NFTs, virtual tokens, Creators, Owners or Blockchains, or any of them through the Sites.  Evergreen Carbon Offsets reserves the right to cancel your User Account and discontinue making the Services available to you, as User, should you, as User, violate any of these Terms.

 

1. Limitation of Scope of Services.

 

(a)        In General.  EVERGREEN CARBON CREDITS is merely a hosting service and as such is not a wallet provider, exchange, broker, dealer, investment advisor, investment company, financial institution or creditor.  EVERGREEN CARBON CREDITS does not play any role in facilitating, effectuating, executing or consummating purchases, acquisitions, transfers, sales or any other transactions in NFTs or virtual tokens.  EVERGREEN CARBON CREDITS does not have any custody or control over any NFTs, or Blockchains accessed by User at or through the Sites.

 

(b)       Third-Party Wallet Required; Blockchain Operations.  To use the Services, or any of them, offered at or through the Sites, User must use a third-party wallet, which allows User to engage in transactions on Blockchains.  The User Account referenced in Section 7, below, will be associated with and tied to User’s Blockchain address.  Each of the third-party wallet and any Blockchain accessed, used and utilized by User in relation to the Services, or any of them, is subject to certain terms and conditions applicable thereto, and as a condition precedent and subsequent to access to and use of the Services, or any of them, User shall at all times remain compliant with all provisions and requirements set forth in such terms and conditions.  EVERGREEN CARBON CREDITS has no role or input in determining the provisions and requirements set forth in such wallet and/or Blockchain terms and conditions.  In the event of any conflict or inconsistency between these Terms and such wallet or Blockchain terms and conditions, these Terms shall govern and take precedence.  No wallets or Blockchains are operated by, maintained by or affiliated with EVERGREEN CARBON CREDITS.  As such, EVERGREEN CARBON CREDITS has no custody or control over the contents of User’s wallet or any Blockchain accessed or utilized by User, and EVERGREEN CARBON CREDITS has no ability to retrieve or transfer any contents of User’s wallet.  EVERGREEN CARBON CREDITS shall not in any event or under any circumstance be responsible or liable for any of User’s access to, use, utilization or interaction with any wallet or Blockchain, or any disposition of any wallet, or how the Services, or any of them, will operate in connection with any wallet or Blockchain, and EVERGREEN CARBON CREDITS makes no representations, warranties, endorsements or recommendations in relation to any wallet or Blockchain or any interaction between any wallet or Blockchain, on one hand, and the Services, on the other hand, it being understood and agreed User’s sole recourse with respect thereto, if any, shall be as to the third-party provider of the wallet or third-party operator of the Blockchain, as the case may be.  User is solely responsible for keeping User’s wallet secure, and as such User should never share User’s wallet credentials or seed phrase with any other person or entity.  In the event User discovers an issue related to User’s wallet or any Blockchain accessed or utilized by User, then User should contact User’s third-party wallet provider or the applicable Blockchain operator immediately.

 

(c)        Legal and Regulatory Compliance.  The Services are being made available to User with the understanding, acknowledgement and agreement that in such context, the Services, the Sites and all activities of EVERGREEN CARBON CREDITS in relation thereto, do not in any event or under any circumstances:  (i) constitute “securities”, or facilitating transactions in “securities”, and that in providing the Services and making them available to User, EVERGREEN CARBON CREDITS is in no way acting as a “broker” of “securities”, or operating or otherwise acting as a “securities exchange”, as each of those terms is defined in the Securities Act of 1933, as amended (the “Securities Act”) and in the Securities Exchange Act of 1934, as amended, and the corresponding regulations promulgated by the United States Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”), and in any state securities laws; (ii) constitute “commodities”, “commodities futures”, “over-the-counter derivatives”, “exchange-traded derivatives”, “derivative contracts” or “swaps”, and that in providing the Services and making them available to User, EVERGREEN CARBON CREDITS is in no way acting as a “broker” of “commodities” or as a “commodities exchange”, as each of those terms is defined in the Commodity Exchange Act of 1936, as Amended, the Commodity Futures Modernization Act of 1936, as amended, the Commodity Futures Modernization Act of 2000 (collectively, the “Commodities Act”), as amended, and the corresponding regulations promulgated by the United States Commodity Futures Trading Commission (“CFTC”); (iii) constitute a “currency exchange” or “money service business”, and that in providing the Services and making them available to User, EVERGREEN CARBON CREDITS is in no way acting as a “currency exchange” or “money service business”, as each of those terms is defined in the Bank Secrecy Act of 1970, as amended, and the corresponding regulations promulgated by the United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”); (iv) constitute investment advice or discretionary input regarding application of funds of third parties, and that in providing the Services and making them available to User, EVERGREEN CARBON CREDITS is in no way acting as an “investment adviser”, as contemplated under the Investment Advisers Act of 1940 and the regulations promulgated thereunder by the SEC.  Accordingly, it is understood, acknowledged and agreed that neither the Services nor any activities of EVERGREEN CARBON CREDITS is subject to regulation by the SEC, FINRA, CFTC, FinCEN or any similar state, federal or international agency, or in the same manner as standard transactions in securities, commodities, fiat currencies or virtual currencies.  In the event the Services and the activities of EVERGREEN CARBON CREDITS contemplated in this Agreement become subject to any such legislation or regulations, or any similar legislation or regulation, this Agreement and provision and availability of the Services hereunder shall be suspended to the extent so subject, until such time as EVERGREEN CARBON CREDITS is able to verify corresponding regulatory compliance.  Without limiting the foregoing, EVERGREEN CARBON CREDITS does not represent or warrant that any of the Services, the Sites or corresponding EVERGREEN CARBON CREDITS activities is registered with the SEC, CFTC, FinCEN or any applicable similar state, federal or international agency, or otherwise exempt from such registration, or is otherwise compliant with applicable laws, regulations, policies and procedures regarding the same, including without limitation those cited in this Section 1(c), and User hereby assumes all responsibility and liability for the same and agrees to indemnify and hold harmless EVERGREEN CARBON CREDITS in relation to the same under Section 20, below.  Specifically, without limiting the foregoing, such responsibility, liability and indemnification obligations of User includes without limitation compliance with all applicable international, regional, federal, state and local laws, rules, regulations, ordinances and government policies and procedures in any jurisdiction in which User is located and in which User accesses the Services and Sites (collectively, “Applicable Law”), including without limitation the Securities Act, the Commodities Act, the Bank Secrecy Act of 1970, the Investment Advisers Act of 1940, and any regulations promulgated by the SEC, the CFTC and/or FinCEN, each as applied to User’s activities and interactions related to the Service and at or through the Sites.  Further, without limiting the foregoing, User represents and warrants that (I) User is not located in a country that is subject to a Untied States government embargo, and (II) User has not been identified as a sanctioned or restricted party.           

 

2. User Assumption of Risks. In accessing and utilizing the Services and Sites, User acknowledges, agrees and accepts the following, and agrees to indemnify EVERGREEN CARBON CREDITS in relation to the same under Section 20, below:

 

• The value of any NFT or virtual tokens is subjective. Prices or NFTs and virtual tokens are subject to volatility, and fluctuations in the price of cryptocurrencies and other Blockchain related items can also materially and adversely affect NFT and virtual token prices and valuations.  User fully understands such subjectivity and volatility and knowingly accepts all risk and responsibility of loss of money, including all money provided by User in relation to any NFTs and virtual tokens made available to User in relation to the Services or at or through the Sites.

 

• A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, which could therefore also negatively impact the potentiality utility of NFTs and virtual tokens made available to User in relation to the Services or at or through the Sites.

 

• The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrencies, virtual tokens and other crypto-based items is uncertain, and new laws, regulations or applicable policies and procedures may result in material adverse effects upon the development of the Services and the utility of NFTs and virtual tokens made available to User in relation to the Services or at or through the Sites.

 

• User is solely and exclusively responsible for determining what, if any, taxes apply to User’s transactions in relation to the Services and to any NFTs and virtual tokens made available to User in relation to the Services or at or through the Sites. EVERGREEN CARBON CREDITS is not in any way or manner responsible for determining any such applicable taxes.

 

• There are risks associated with purchasing and acquiring items associated with content created by third parties through peer-to-peer transactions, including without limitation those associated with purchasing and acquiring counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, items that may become non-transferable and items that are associated with money laundering efforts. User represents and warrants that User has conducted and completed sufficient research and due diligence before making any decisions to sell, purchase, acquire, obtain, transfer, transact in or otherwise interact with any NFTs and virtual tokens made available to User in relation to the Services or at or through the Sites, or any related accounts or collections.

 

• EVERGREEN CARBON CREDITS does not control the Blockchains with which User interacts in relation to the Services and the Sites. Further, EVERGREEN CARBON CREDITS does not control certain smart contracts and protocols that could be integral to User’s ability to complete transactions on such Blockchains.

 

• Blockchain transactions, including without limitation those made available at or through the Services and Sites, are irreversible and cannot be modified, interrupted or otherwise interfered with or undone by EVERGREEN CARBON CREDITS, at the Sites or through the Services.

 

• There are risks associated with using products made available through the Internet and blockchain technologies, including without limitation those associated with hardware, software and Internet connections, malicious software introduction and interaction, third-party connections, and unauthorized third-party access to your third-party wallet or User Account. EVERGREEN CARBON CREDITS shall not be responsible or liable in any way or manner for any communication failures, disruptions, errors, distortions or delays User may experience when accessing or using the Service or any Blockchain network, however caused.

 

• EVERGREEN CARBON CREDITS reserves the right to hide collections, contracts and items affected by any issues set forth in this Section 2 or elsewhere in these Terms. Items User purchases or acquires at or through the Services or Sites may become inaccessible at or through the Sites.  Under no circumstances shall inability to view items at or through the Services or Sites, or any inability to use the Services or Sites in connection with a purchase, sale or transfer of items available on any Blockchains serve as grounds for any claim against or liability of EVERGREEN CARBON CREDITS.

 

• In the event User has a dispute with or claim against one or more other users, including without limitation any Creator or Owner, User hereby releases EVERGREEN CARBON CREDITS from any claims, demands, damages, of every kind and nature, known and unknown, accrued and unaccrued, arising out of or in any way related to such disputes. In providing this release, User expressly waives any protections, whether statutory or regulatory, whether based in contract or tort, whether based in law or in equity, that would otherwise limit the coverage of this release to include those claims User may known or suspect to exist in User’s favor at the time of agreeing to this release.

 

3. Subcontractors and Sub-Consultants. EVERGREEN CARBON CREDITS shall have full control over the means and methods of performance and provision of the Services and Sites.  In connection therewith, EVERGREEN CARBON CREDITS shall have the right, but not the obligation, in its sole discretion, to enter into written subcontract agreements and sub-consulting agreements with persons or entities of EVERGREEN CARBON CREDITS’s choice (collectively, the “EVERGREEN CARBON CREDITS Subs”, and each a “EVERGREEN CARBON CREDITS Sub”), any of which may or may not be affiliated or commonly controlled with EVERGREEN CARBON CREDITS.  Upon request by User, EVERGREEN CARBON CREDITS shall within a reasonable time inform and update User as to which of the Services, or components thereof, are performed by EVERGREEN CARBON CREDITS Subs, as well as the identity of the corresponding EVERGREEN CARBON CREDITS Subs.          

 

4. Terms Subject to Change. Subject to Section 1 through Section 3, above, these Terms may change without prior notice at any time, in EVERGREEN CARBON CREDITS’s sole discretion, including, but not limited to, the protocols for use of the Sites, access to the Services, or any of them, availability of the Services, or any of them, NFTs, virtual tokens, Blockchains and content and materials made available at or through the Sites, or any of them, descriptions, and other e-commerce related information and/or functionality.  EVERGREEN CARBON CREDITS reserves the right, in its sole discretion, to discontinue the Sites or Services, or any availability of Blockchains, NFTs and virtual tokens in relation to the Services or at or through the Sites, or any of them, and/or modify the contents of the Sites, or any of them.  User agrees that EVERGREEN CARBON CREDITS will not be liable to User for any such discontinuance or modification of the Sites or the Services, or any such availability, or any of them.  Specifically, without limiting the foregoing, in the event EVERGREEN CARBON CREDITS makes any material changes to these Terms, EVERGREEN CARBON CREDITS will use reasonable efforts to provide notice of such changes, such as through the Service or updating the “Last Updated” date at the beginning of these Terms.  By continuing to access or use the Services, User confirms User’s acceptance of the revised Terms and all of the provisions incorporated therein by reference effective as of the date these Terms are updated.  It is User’s sole responsibility to review these Terms from time to time to note such changes and to ensure that User understands fully the provisions and conditions that apply each and every time User accesses, uses and utilities the Services and Sites.

 

5. No Reliance. User hereby recognizes, acknowledges and agrees that User’s decision to access, consider, sell, purchase, acquire, dispose of, transact in or interact with any NFTs, virtual tokens or Blockchains at or through the Services and Sites is that of User and User alone.  By making the Services available through the Sites, EVERGREEN CARBON CREDITS does not necessarily endorse such NFTs, virtual tokens or Blockchains, or corresponding Creators, Owners, wallet providers or Blockchain operators, or any of them, or any items promoted or otherwise depicted in connection therewith.  EVERGREEN CARBON CREDITS likewise does not encourage or discourage User with respect to any particular NFT, virtual token or Blockchain, or NFTs, virtual tokens and Blockchains in general.  In considering any particular NFT, virtual token or Blockchain, User, his/her/its advisers, if any, and his/her/its representatives, if any, have relied only on their own independent information, assessment and evaluation, including that pertaining to any information provided at or through the Sites and Services.  Other than these Terms as applied to the Services, and each of them, EVERGREEN CARBON CREDITS is not a party to any agreement between any Users, or between any Creators and Owners.  User is solely and exclusively responsible for verifying the identity, legitimacy and authenticity of NFTs and virtual tokens that User purchases and acquires from third-party Creators, Owners and sellers using the Service.  EVERGREEN CARBON CREDITS makes no representations or warranties and bears no responsibility or liability in relation to the identity, legitimacy, functionality or authenticity of Users, NFTs, virtual tokens or Blockchains, or any content associated therewith, or any underlying basis thereof, whether or not visible at the Sites or through the Services.  Certain of the NFTs and virtual tokens made available to User through the Sites is subject to certain terms and conditions applicable thereto, as well as a license provided by the applicable Creator.  EVERGREEN CARBON CREDITS has no role or input in determining the provisions and requirements set forth in such terms and conditions or in such licenses.  As a condition precedent and subsequent to access to and use of the Services, or any of them, User shall at all times remain compliant with all provisions and requirements set forth in any such terms and conditions and in any such license.  In the event of any conflict or inconsistency between these Terms, on one hand, and such terms and conditions and such license, on the other hand, these Terms shall govern and take precedence.  In no event and under no circumstance shall EVERGREEN CARBON CREDITS be responsible or liable to User, or to any third party, for any decision by User to access, consider, sell, purchase, acquire, dispose of, transact in or interact with any NFTs, virtual tokens or Blockchains, or to enter into any business relationship with any Creator or Owner.  In the event User sustains any damages or injuries, suffers any losses, or incurs any costs or expenses, in relation to any NFTs, virtual tokens or Blockchains made available at or through the Services or Sites, User’s sole recourse, if any, shall be against an applicable Creator or Owner, or an applicable third-party operator or provider with respect to any Blockchain or wallet, and in no event and under no circumstance against EVERGREEN CARBON CREDITS.

 

6. Use, Operation and Maintenance of the Sites and Services.

(a)        Responsibilities of EVERGREEN CARBON CREDITS.  EVERGREEN CARBON CREDITS shall exercise reasonable efforts to maintain the Sites in condition and operating order, or with respect to third-party tools and applications to cause the appropriate third party(s) to so maintain.  EVERGREEN CARBON CREDITS shall not be responsible for any inaccessibility of User to the Sites or Services for any reason, including without limitation due to scheduled maintenance and upgrades of the Sites or any corresponding Internet servers or software; provided that EVERGREEN CARBON CREDITS shall exercise reasonable efforts to ensure that any period of inaccessibility shall not exceed forty eight (48) hours; but provided, further, that User understands, acknowledges and agrees that access to and use of the Sites and Services may be interrupted from time to time for any of several reasons, including without limitation equipment malfunctions, period updates, general maintenance and repairs or other actions that EVERGREEN CARBON CREDITS, in its sole and absolute discretion, may take.  In the event that any of the Sites or Services become inaccessible, or their operation deviates materially from that provided in these Terms, and such deviation can be replicated by User, then User shall give written notification of the inaccessibility or the deviation, and in the case of deviations, sufficient information to permit replication and analysis.  Upon receipt of notice from User of any inaccessibility or deviation, EVERGREEN CARBON CREDITS shall use reasonable efforts to diagnose the cause of the inaccessibility or deviation.  Upon completion of the diagnosis, EVERGREEN CARBON CREDITS shall advise User of the cause of the inaccessibility or deviation and shall use efforts that EVERGREEN CARBON CREDITS considers to be reasonable in its sole discretion, without charge, to restore access to and use of the Sites and Services or avoid the deviation.  Notwithstanding the foregoing, EVERGREEN CARBON CREDITS shall have no obligation to resolve any inaccessibility or deviation caused by (i) modification of the Sites or Services by anyone other than EVERGREEN CARBON CREDITS, (ii) use of the Site or Services for any purpose other than intended, (iii) misuse or incorrect use of the Sites or Services, (iv) any matter for which EVERGREEN CARBON CREDITS is expressly declared not to be responsible under these Terms, or (v) malfunction of any of User, Creator, Owner, third-party wallet provider, or Blockchain operator’s computer or telecommunications services or equipment not under the control of EVERGREEN CARBON CREDITS.  As between EVERGREEN CARBON CREDITS and User, EVERGREEN CARBON CREDITS has the sole right and responsibility to maintain and update the logical and physical organization and structure of the databases and associated files within the Sites.  In connection therewith, EVERGREEN CARBON CREDITS, in its sole discretion, shall have authority and access at all times these Terms are in effect to set up, utilize and administer third-party tools and applications for and on behalf of User, as well as to make administrative setting changes in all technology platforms and services used and operated by or on behalf of User, each as they relate to the Sites and Services.

(b)       Security.  EVERGREEN CARBON CREDITS shall establish and maintain reasonable security measures designed to protect User from any security breaches at or through the Sites.  However, EVERGREEN CARBON CREDITS shall not under any circumstances be responsible for any security breaches caused by, arising from, resulting from or attributable to any factor other than EVERGREEN CARBON CREDITS’s reckless conduct or intentional misconduct.  Specifically, among other things, EVERGREEN CARBON CREDITS shall have no responsibility for any security breaches caused by, arising from, resulting from or attributable to any features employed by any third party hosting company, any other user, or any Creator, Owner, third-party wallet provider, or Blockchain operator, it being understood and agreed that User may not under any circumstances hold EVERGREEN CARBON CREDITS responsible or liable therefor and that User’s recourse therefor shall be limited exclusively to the appropriate third party.

(c)        No Modifications or Deep Links.  Other than page caching, User is not authorized to download or modify the Sites, or any of them, or any portion thereof.  Unless otherwise authorized in writing by EVERGREEN CARBON CREDITS, no User or other third-party is authorized to deep link to any web page contained in the Sites, or any of them, (i.e., no links are permitted under any circumstances from third-party websites to any page of the Sites, or any of them, other than the Sites’ home pages).  Such links are expressly prohibited.  In addition, no User or third party may link to any of the Sites’ home pages in such a manner as to create a reasonable possibility or likelihood of confusion by users of a third party website as to the true ownership or sponsorship of the Sites, or any of them, and/or as to the existence or lack thereof of some affiliation or other relationship between EVERGREEN CARBON CREDITS and the third party and/or its website.

(d)       Posting Restrictions.  No party accessing the Sites or Services, or any of them, including without limitation User, may post or transmit through the Sites, or any of them, any material that violates or infringes in any way upon the rights of others, which is unlawful, misleading, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, confidential or proprietary to third parties, or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any Applicable Law, which is inconsistent with the non-religious and non-political purposes of the Sites and Services, or any of them, or which contains advertising or any solicitation with respect to products or services, each as determined by EVERGREEN CARBON CREDITS in its sole discretion.  User is also prohibited from using the Sites, or any of them, in any way that restricts or inhibits any other user of the Sites, or any of them, from using or enjoying the Sites, or any of them.  Users may post not-safe-for-work (NSFW) content at the Sites, but such NSFW content and other associated materials are subject to being marked NSFW and may be handled different than non-NSFW content in navigation menus and search results.

(e)        Other Use Restrictions.  In accessing and using the Sites and Services, or any of them, User shall not:

(i)        Engage in any illegal activities or use the Sites and/or Services for any illegal purpose, including but not limited to, money laundering, terrorist financing, other illicit financial transactions, uses in violation of the CAN-SPAM Act of 2003, or uses in violation of any privacy laws;

(ii)       Post as any person or entity other than User;

(iii)      Send unwanted NFTs or virtual tokens, or any related offers, to other users;

(iv)      Engage in behaviors or activities that have the intention or effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing traffic, view counts, favorites or other metrics that EVERGREEN CARBON CREDITS might use to sort search results;

(v)       Access, use or utilize the Sites or Services from any country or jurisdiction sanctioned by the government of the United States or to facilitate transactions involving individuals or entities sanctioned by the government of the United States or located in sanctioned countries or jurisdictions;

(vi)      Carry out any financial activities subject to registration or licensing, including but not limited to creating, selling or buying securities, commodities, options or debt instruments, except in strict compliance with Applicable Law regarding the same;

(vii)     Create, sell or buy NFTs, virtual tokens or other items that give owners rights to participate in an Initial Coin Offering (ICO), an Initial Dex Offering (IDO) or any securities offering, or that are redeemable for securities, commodities or other financial instruments, except in strict compliance with Applicable Law regarding the same;

(viii)    Engage in price manipulation, fraud or other deceptive, misleading or manipulative activities;

(ix)      Buy, sell or transfer stolen items, fraudulently obtained items, items taken without authorization, counterfeit items, or any other illegally obtained items; or

(x)       Infringe upon or violate the intellectual property rights or any other rights of others.

(e)        No Harmful Materials.  User shall refrain from uploading, posting, e-mailing, or otherwise transmitting to or through the Sites or Services, or any of them, or to or through any Creator, Owner or any other user at the Sites, or any of them, any messages, programs, or other materials (including but not limited to Trojan Horses, malware, spyware, viruses, worms, and the like) that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of or perform any invasive measures upon any computer software or telecommunications equipment, or any other items that could damage, disable, overburden or impair the functioning of any computing environment or of the Sites or Services in any manner.

(f)        User Responsibility.  EVERGREEN CARBON CREDITS may enact and enforce reasonable rules of use as promulgated and amended from-to-time by EVERGREEN CARBON CREDITS regulating the use of the Sites and Services, or any of them, by all parties, including without limitation User, and User agrees to be bound by and to bind each of its users to such rules.

(g)       Means of Access to Services; Mobile Applications.  In the event User accesses the Services through one or more mobile software applications, User shall be solely and exclusively responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that User requires to download, install, use and utilize such software application(s) to access the Services.  EVERGREEN CARBON CREDITS does not warrant or guarantee that any particular software application can be accessed and used on any particular device or with any particular service plan.  EVERGREEN CARBON CREDITS does not guarantee that any particular software application or the Services will be available in any particular geographic location.

7. User Account and Password. For each account through which User accesses the Sites and Services (each a “User Account”), User shall receive a unique username and access key associated with User’s wallet utilized in connection with the Services.  User must be at least eighteen (18) years of age in order to access the Sites and Services; provided that a User between the ages of thirteen (13) and eighteen (18) may access the Site and Services through the User Account of a custodial parent or legal guardian, upon the express approval and authorization of such custodial parent or legal guardian.  User may not claim a username in relation to the Sites or Services for the purpose of reselling it or otherwise engage in name squatting.  User may not access the Services from a different blockchain address if EVERGREEN CARBON CREDITS has blocked any of User’s other blockchain addresses from accessing the Services, except upon EVERGREEN CARBON CREDITS’s express written permission, in EVERGREEN CARBON CREDITS’s sole and absolute discretion.  User may not bypass or ignore instructions that control access to the Services, including without limitation by attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses or otherwise obfuscating the source of traffic User sends to the Sites.  Except as expressly authorized under this Section 7, User may not authorize any other person or party to access the Sites, or any of them, using User’s username and key.  User may not obtain more than one username and key for each third-party wallet of User.  User acknowledges and agrees that User shall be responsible for maintaining the confidentiality of each applicable username and access key, and User shall be liable for any consequences that may result from their disclosure, including but not limited to any resulting access to, use of, or modification of the Sites and Services and access to, integrity of and loss of User’s data or of User Content defined in Section 8(a), below.  User agrees to accept sole and full responsibility for all activities that occur under each User Account, username and access key and associated wallet, and that EVERGREEN CARBON CREDITS shall not in any way or manner be responsible or liable for any acts or omissions by User or any party in connection with any User Account or as a result of any User Account or associated wallet being compromised.  User shall notify EVERGREEN CARBON CREDITS immediately if User discovers or otherwise suspects any security issues related to the Services or any User Account.  EVERGREEN CARBON CREDITS reserves the right to refuse service, terminate accounts, or remove or edit content, including without limitation User Content, in EVERGREEN CARBON CREDITS’s sole and absolute discretion, subject to the remaining provisions of these Terms.  Except as expressly authorized under this Section 7, User’s username, User Account and access key are non-transferable and may not under any circumstances be shared.  User agrees to (a) maintain all equipment necessary for User’s access to and use of the Sites and Services; (b) maintain the security of User’s account identification, username, access key, User Content and any other confidential information relating to User’s account at the Sites; and (c) take responsibility for all charges, debts and liabilities resulting from use of a User Account at the Sites, including without limitation those pertaining to any unauthorized use prior to User’s notifying EVERGREEN CARBON CREDITS of such unauthorized use and taking the legal steps to prevent its further occurrence by contacting EVERGREEN CARBON CREDITS to change User’s wallet, username and access key.

8.         User Profile Data and Content. 

(a)        Input and Maintenance.  User shall have the sole responsibility to input and maintain profile data at the Sites.  In addition, EVERGREEN CARBON CREDITS may require User to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any Applicable Law dictates, or to investigate a potential violation of these terms.  In such cases, EVERGREEN CARBON CREDITS, in its sole and absolute discretion, may disable a User Account and block User’s ability to access the Service until such additional information and documents are processed by EVERGREEN CARBON CREDITS.  If User does not provide complete and accurate information in response to such a request, EVERGREEN CARBON CREDITS may refuse to restore User’s access to the User Account and Services.  User shall maintain such information and documents, and his/her/its own proprietary content and profile data, provided and utilized in connection with the utilization of the Sites and Services (collectively, “User Content”), and take all actions necessary to ensure that User Content, including without limitation all profile data, is maintained and up to date, in accordance with EVERGREEN CARBON CREDITS’s Privacy Policy for each applicable Site, which Privacy Policy is incorporated herein and integrated herewith by this reference.  In the event of any conflict or inconsistency between such Privacy Policy and these Terms, such Privacy Policy shall govern and take precedence.  EVERGREEN CARBON CREDITS shall exercise reasonable efforts to secure User Content, and except as otherwise expressly provided in these Terms and EVERGREEN CARBON CREDITS’s applicable Privacy Policy EVERGREEN CARBON CREDITS shall not maintain, test or alter User Content in any way.  Except as otherwise expressly provided in these terms and EVERGREEN CARBON CREDITS’s applicable Privacy Policy, EVERGREEN CARBON CREDITS does not warrant that any User Content shall be maintained or up to date in any manner, and EVERGREEN CARBON CREDITS shall not have any responsibility for any failure of User to receive any Services or related items as a result of User’s failure to maintain and update User Content as appropriate.  Specifically, User shall remain solely responsible for all errors or problems in User Content impacting the Sites or Services, or any of them, or the processing of any related transactions entered into by User.  Except as otherwise expressly provided in these Terms and EVERGREEN CARBON CREDITS’s applicable Privacy Policy, EVERGREEN CARBON CREDITS does not warrant that any User Content shall be made available to User after the time period set forth in Section 8(b), below.

(b)       Return of User Content.  User shall maintain a copy of all User Content in an accessible way prior to termination of the corresponding User Account and access by User to the Sites and Services.  Any User Content uploaded to the Sites shall be for the sole use by User and EVERGREEN CARBON CREDITS as set forth and contemplated under these Terms.  Upon termination of a User Account and access by User to the Sites and Services, User shall have no further ability to access or use the Sites or any data User may have stored thereat.  EVERGREEN CARBON CREDITS shall retain all User Content stored at the Sites for a period of ninety (90) calendar days after termination of the corresponding User Account and access by User to the Sites and Services, and during such ninety (90) day period, EVERGREEN CARBON CREDITS shall work with User to transfer a copy of such User Content to other sites, systems and platforms, as requested and designated by User.  Upon the expiration of such ninety (90) day period, User agrees that EVERGREEN CARBON CREDITS may at its sole option purge all User Content from the Sites; provided that if reasonably necessary to complete the transfer requested and designated by User, EVERGREEN CARBON CREDITS and User may mutually agree to extend such ninety (90) day period, provided the transfer has commenced and proceeds diligently to completion.

9.         Third Party Hosts.  User acknowledges that certain aspects, features and functions of the Sites and Services shall reside in one or more third-party hosting companies’ computing environment(s), which comprise both servers and telecommunications services, and that certain uses of the capabilities offered by the Sites and Services may render the Sites and Services inaccessible or may impair the performance of the computing environment(s) for User and/or EVERGREEN CARBON CREDITS’s other users.  In the event of any such use by User, EVERGREEN CARBON CREDITS shall so notify User, User shall be obligated to put an immediate stop to such use, and User shall notify EVERGREEN CARBON CREDITS, in writing, that such use has ceased.  In the event of User’s failure to put an immediate stop to such use, EVERGREEN CARBON CREDITS reserves the right to suspend or terminate any User Account(s) and access by User to the Sites and Services.  In the meantime, in the event of any damage or delay suffered by User that is caused by, arising from or resulting from any acts or omissions of any third-party hosting company, as opposed to EVERGREEN CARBON CREDITS or a EVERGREEN CARBON CREDITS Sub, User agrees that EVERGREEN CARBON CREDITS shall not be liable or responsible for such damage or delay, and User agrees that its sole recourse in connection with such damage or delay shall be such third-party hosting company and/or said hosting company’s insurers or sureties.  EVERGREEN CARBON CREDITS hereby assigns to User any and all rights of EVERGREEN CARBON CREDITS as to EVERGREEN CARBON CREDITS’s relationship with such hosting company for such purpose.

 

10. Third Party Content. The Sites contain and may contain information, data, software, photographs, graphs, videos, typefaces, graphics, audio and other material (collectively “Site Content”), including without limitation Site Content posted by Creators, Owners and other users.  EVERGREEN CARBON CREDITS does not control the Site Content supplied by parties other than directly by EVERGREEN CARBON CREDITS.  Any opinions, advice, statements, services, offers, and/or other information that constitute part of Content expressed or made available by third parties and not directly by EVERGREEN CARBON CREDITS are those of the respective Creators, Owners, Blockchain providers, authors or distributors, and not of EVERGREEN CARBON CREDITS.  Neither EVERGREEN CARBON CREDITS, nor any third party, including any third-party user of the Sites, or any of them, guarantees the accuracy, completeness, or usefulness of any Site Content not directly of EVERGREEN CARBON CREDITS, nor its merchantability or fitness for any particular purpose.  In many instances, the Site Content available through the Sites, including features and descriptions of certain NFTs, virtual tokens and Blockchains, represent the opinions and judgments of the respective Creator, Owner, operator or provider.  EVERGREEN CARBON CREDITS neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on or at the Sites, or any of them, by anyone other than EVERGREEN CARBON CREDITS, the authorized EVERGREEN CARBON CREDITS Subs and EVERGREEN CARBON CREDITS’s authorized employees and independent contractors.  Under no circumstances shall EVERGREEN CARBON CREDITS be liable for any loss, damage or harm caused by User’s reliance on information obtained through the Sites, or any of them, other than information originated by EVERGREEN CARBON CREDITS, which in any event is subject to User’s responsibility under Section 5, above.  It is the sole responsibility of User to evaluate the information, opinion, advice or other Site Content made available through the Sites.

 

11. Links to Other Sites. The Sites may reference or link to third-party websites throughout the Internet.  EVERGREEN CARBON CREDITS has no control over such third-party websites or the content within them.  EVERGREEN CARBON CREDITS cannot and does not guarantee, represent or warrant that the content contained in such third-party websites is accurate, legal or inoffensive.  EVERGREEN CARBON CREDITS does not endorse the content of any third-party website, nor does EVERGREEN CARBON CREDITS warrant that any third-party websites will not contain viruses or otherwise impact User’s computer or computing environment.  EVERGREEN CARBON CREDITS does not assume any responsibility or liability for the actions, product, services, and content of all these and any other third parties.  If User chooses to link to or use a third-party website, User should carefully review such third party’s privacy statement or policy and other terms and conditions of use.  By using the Sites, or any of them, to search for or link to another third-party website, User agrees and understands that User may not make any claim against EVERGREEN CARBON CREDITS for any damages or losses, whatsoever, resulting from User’s use or utilization of the Sites, or any of them, to obtain search results or to link to another website.

 

12. Posted Materials. User understands and acknowledges that EVERGREEN CARBON CREDITS cannot, does not and will not monitor all material posted or transmitted by Creators, Owners, operators, providers, other users and third party information sources at or through the Sites.  Although EVERGREEN CARBON CREDITS has no obligation to review or remove any such content, in general EVERGREEN CARBON CREDITS reserves the right to remove any content posted at or through the Sites, or any of them, at any time for any reason in its sole discretion, including without limitation copyrighted content or other proprietary information of any kind that has been posted or linked to without the express permission of the owner of that material.  Decisions in such regard shall be made by EVERGREEN CARBON CREDITS in its sole discretion after actual notice of such posting.

 

13. Confidentiality and Intellectual Property. In connection with these Terms, and User’s use and utilization of the Sites and Services, or any of them, EVERGREEN CARBON CREDITS might provide, and User might receive, certain “Confidential Information” concerning one or more businesses, products, materials and/or services of EVERGREEN CARBON CREDITS (collectively, the “EVERGREEN CARBON CREDITS Proprietary Items”), which EVERGREEN CARBON CREDITS deems to be highly proprietary and valuable.

 

• Scope of Confidentiality Protection. For the purposes of this Section 13, “Confidential Information” shall include all information, whether written or oral, that is prepared, uniquely known and/or provided by EVERGREEN CARBON CREDITS, any founder, officer or director of EVERGREEN CARBON CREDITS (including without limitation James Phanes and Ryan Tregaskes), and/or any affiliate, parent, subsidiary, principal, member, officer, director, employee, agent, representative, predecessor, successor or assign of any of them, in each event excluding User and any below-defined User Party (collectively, the “EVERGREEN CARBON CREDITS Parties”, and each a “EVERGREEN CARBON CREDITS Party”), including without limitation that related to prospective development of the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, descriptions, compositions and features of the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, operational, logistical, financial, physical, legal and other practical requirements for the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, expected financial gains to be realized from the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, identities of parties potentially involved with the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, including without limitation actual and prospective vendors, service providers, contractors, consultants, distributors, suppliers, and other business partners of EVERGREEN CARBON CREDITS related to the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, prospective impacts of the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, and other information related to the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, or EVERGREEN CARBON CREDITS’s ongoing or prospective involvement with the EVERGREEN CARBON CREDITS Proprietary Items, or any of them, which is not readily available to the public.  For the purposes of this Section 13, “Confidential Information” shall also mean (i) the contents of these Terms, with the understanding that the existence of these Terms and User’s general obligation of confidentiality hereunder may and should be disclosed to all third parties who seek or might receive any Confidential Information, (ii) all terms, conditions and features related to User’s access to and review and interaction with one or more NFTs, virtual tokens and Blockchains, (iii) all Intellectual Property, as defined in Section 13(c), below, (iv) non-public information related to any and all EVERGREEN CARBON CREDITS Proprietary Items developed, performed or generated by or for EVERGREEN CARBON CREDITS or any of the EVERGREEN CARBON CREDITS Parties, and (v) proprietary information relating to the business, operations, methodologies, technologies, personnel, vendors, suppliers, service providers, customers, clientele, users, financial condition or procedures of EVERGREEN CARBON CREDITS or any of the EVERGREEN CARBON CREDITS Parties that is not generally known to the public and that, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary.  Confidential Information shall include any information, whether or not labeled “confidential”, that by its nature could be deemed to be confidential, sensitive, privileged and/or proprietary information of EVERGREEN CARBON CREDITS or any of the EVERGREEN CARBON CREDITS Parties.  Confidential Information may be disclosed orally, visually, and in written form (including but not limited to electronic or other media).

 

• Limited License. User shall disclose the Confidential Information, and User may hereby use and utilize such Confidential Incorporation, solely as necessary to access, use and utilize the Sites and Confidential information to use and receive the Services, each as expressly set forth in these Terms, and User shall consider and utilize the Confidential Information solely for such purposes.  EVERGREEN CARBON CREDITS hereby grants to User a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, fully paid, royalty-free license, solely for the duration of the agreement set forth under these Terms, to access and make personal use of the Sites, the content thereof and the corresponding Confidential Information solely for such purposes, and to enforce any rights, duties or obligations under these Terms or to receive User’s benefits as set forth in there Terms.  Such license does not include any of the following, each of which is strictly prohibited:  (i) any resale or commercial use of the Sites, Services or Confidential Information or any contents thereof, or any of them; (ii) any collection and use of any materials posted by EVERGREEN CARBON CREDITS at any of the Sites, or any listings, descriptions, features, qualifications or related information of EVERGREEN CARBON CREDITS at the Sites; (iii) any derivative use of the Sites or Services or contents thereof; (iv) any downloading or copying of account information for the benefit of another; or (v) any use of data mining, robots, cookies or similar data gathering and extraction tools.  Neither User nor any below-defined User Party may resell, sublicense, assign or otherwise allow the use of the Sites, Services or Confidential Information by or for the benefit of any other person, entity or group without the express written approval of EVERGREEN CARBON CREDITS, in EVERGREEN CARBON CREDITS’s sole and absolute discretion.

 

• Intellectual Property. All Intellectual Property in any way related to any Confidential Information of EVERGREEN CARBON CREDITS provided by EVERGREEN CARBON CREDITS or any of the EVERGREEN CARBON CREDITS Parties to User is hereby acknowledged to remain in the exclusive possession of EVERGREEN CARBON CREDITS, the applicable EVERGREEN CARBON CREDITS Party, or the applicable licensor thereof (the “EVERGREEN CARBON CREDITS Licensor”), as appropriate, and any rights to or interests in such Intellectual Property, or any permutation or derivation thereof, are hereby fully disclaimed, waived and renounced by User in favor of EVERGREEN CARBON CREDITS, the applicable EVERGREEN CARBON CREDITS Party, or the applicable EVERGREEN CARBON CREDITS Licensor, as appropriate, subject to the limited license provided in Section 13(b), above.  For the purposes of this Section 13(c), “Intellectual Property” means all intellectual property owned, licensed (as licensee) or otherwise used by EVERGREEN CARBON CREDITS and/or any of the EVERGREEN CARBON CREDITS Parties, arising from or in respect of, or that might arise from or relate to, the following, whether protected, created or arising under the laws of the United States or any other jurisdiction, whether or not registered with any governmental authority: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, reexaminations, or reissues of patent applications and patents issuing thereon (collectively, “Patents”), (ii) all trademarks (registered or common law marks), service marks, trade names, service names, brand names, trade dress rights, logos, domain names, Internet URL addresses, corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof (collectively, “Marks”), (iii) all copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, “Copyrights”), (iv) all discoveries, concepts, ideas, research and development, know-how, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, data compilations, text information and materials, graphics, procedures, designs, drawings, specifications, databases, and other proprietary and confidential information, whether or not displayed, maintained or accessed on, at or through the Sites, or any of them, including without limitation Creator lists, Owner lists, NFT lists, virtual token lists, Blockchain information, provider lists, vendor lists, user lists, customer lists, client lists, supplier lists, pricing and cost information, and business and marketing plans and proposals of EVERGREEN CARBON CREDITS and/or any of the EVERGREEN CARBON CREDITS Parties, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Marks, Copyrights or Patents, (v) all software, including all source code and open source code, and all related documentation; (vi) all artwork, designs, images, photographs or other content displayed, illustrated or otherwise used on or in connection with EVERGREEN CARBON CREDITS’s websites, including without limitation the Sites, or any websites of any of the EVERGREEN CARBON CREDITS Parties or otherwise used in connection with EVERGREEN CARBON CREDITS or any EVERGREEN CARBON CREDITS Proprietary Items, and (vii) all other technology and know-how uniquely in the possession of EVERGREEN CARBON CREDITS and/or any of the EVERGREEN CARBON CREDITS Parties.

 

• Restrictions Regarding Intellectual Property. Neither User, nor any affiliate, parent, subsidiary, principal, officer, director, employee, agent, representative, predecessor, successor, assign, legal or financial advisor, contractor or consultant of User, in each event excluding EVERGREEN CARBON CREDITS, any applicable EVERGREEN CARBON CREDITS Party and any applicable EVERGREEN CARBON CREDITS Licensor (collectively, the “User Parties”, and each a “User Party”), may apply for a right in any Intellectual Property, or use or utilize any Intellectual Property for any purpose other than that provided under Section 13(b), above, except upon the express written consent of an actually authorized representative of EVERGREEN CARBON CREDITS in the sole and absolute discretion of EVERGREEN CARBON CREDITS, whether or not any Intellectual Property has been issued, registered, or in any other way afforded any rights by the United States Patent and Trademark Office, the United States Copyright Office, or other similar administrative agency.  To the extent User or any User Party may claim any rights, direct, derivative or otherwise, related to any Intellectual Property, other than the limited license provided under Section 13(b), above, User hereby disclaims, and shall cause each User Party to disclaim, such rights, and hereby assigns, and shall cause each User Party to assign, such rights to EVERGREEN CARBON CREDITS.  User agrees to execute and to cause each User Party to execute, and in the alternative hereby grants to EVERGREEN CARBON CREDITS, and shall cause each User Party to grant to EVERGREEN CARBON CREDITS, power of attorney to execute and record in User’s stead, and in each User Party’s stead as applicable, any and all documentation, including without limitation disclaimers and assignments of Intellectual Property rights, as necessary to document publicly, legally, and officially the exclusive ownership of all Intellectual Property by EVERGREEN CARBON CREDITS, the applicable EVERGREEN CARBON CREDITS Party, or the applicable EVERGREEN CARBON CREDITS Licensor, as appropriate.  Neither User, nor any third party, may market, utilize, reuse or redistribute any Intellectual Property, except as authorized hereunder or except as approved in writing by an actually authorized representative of EVERGREEN CARBON CREDITS.  With the exception of the limited license under Section 13(b), above, no license or other right of any kind in any Intellectual Property is granted or otherwise provided to User, any User Party or any third-party in relation to these Terms or User’s use of the Sites or Services, or any of them.  Neither User nor any User Party may frame or utilize any framing techniques to enclose any EVERGREEN CARBON CREDITS Intellectual Property or Confidential Information.  Neither User nor any User Party may use any metatags or other hidden text utilizing EVERGREEN CARBON CREDITS’s Intellectual Property.  Any unauthorized use terminates the permission or license granted by EVERGREEN CARBON CREDITS under Section 13(b), above, whereupon EVERGREEN CARBON CREDITS may but is not obligated to terminate User’s access to the Sites and Services.  The Sites contain copyrighted material, trademarks and other proprietary information, which may include text, software, photos, video, graphics, music and sound.  EVERGREEN CARBON CREDITS owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it.  Neither User nor any User Party may modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Sites’ content, in whole or in part.  Except as otherwise expressly permitted under copyright law or expressly allowed herein, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of EVERGREEN CARBON CREDITS.  In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.  All rights are reserved by and for the benefit of EVERGREEN CARBON CREDITS.

 

• Restrictions Regarding Disclosure of Confidential Information to Third Parties. User shall, and shall cause each User Party to, hold the Confidential Information, whether delivered before or after the date hereof, in strict confidence and shall refrain from and cause each User Party to refrain from: (i) providing, copying, disclosing, divulging or otherwise making available the Confidential Information to any other person or entity without the prior written consent of an actually authorized representative of EVERGREEN CARBON CREDITS, in EVERGREEN CARBON CREDITS’s sole discretion; and (ii) removing or permitting to be removed from such Confidential Information any notice indicating the confidential nature of, or EVERGREEN CARBON CREDITS’s proprietary right in and to the Confidential Information.  User shall, and shall cause each User Party to, exercise at least the same degree of care and protection with respect to the Confidential Information that User or such User Party, as applicable, would exercise with respect to User’s (or such User Party’s) own confidential, sensitive, privileged and/or proprietary information, which in no event shall be less than the highest level of care for the industry.  User shall, and shall cause each User Party to, take all precautions necessary to ensure that the Confidential Information shall not be, or permitted to be, shown, copied or disclosed to other parties, except as expressly provided in this Section 13.  In the event of written consent to disclose Confidential Information to any other party, User shall, and shall cause each User Party to, advise that other party of his/her/its obligations with respect to the Confidential Information, and have that party acknowledge in writing that the terms and conditions of this Section 13 and of Section 14 and Section 15, below, may be directly enforced by EVERGREEN CARBON CREDITS against him/her/it as a condition to such disclosure.  User or the User Party, as applicable, shall provide an original of such written acknowledgment to EVERGREEN CARBON CREDITS, if so requested by EVERGREEN CARBON CREDITS.  In any event, User or such User Party, as applicable, shall disclose the Confidential Information to the other only as necessary for the purposes authorized in writing by an actually authorized representative of EVERGREEN CARBON CREDITS.  In addition, User or such User Party, as applicable, shall ensure that confidentiality notices are included on copies of Confidential Information so provided and shall account for the return or destruction of the Confidential Information and all reproductions thereof, if so requested by EVERGREEN CARBON CREDITS.  In any event, EVERGREEN CARBON CREDITS consents to disclosure of Confidential Information by User to any User Party, or such User Party’s employees, contractors, consultants and advisers as necessary for the purposes set forth in Section 13(b), above, provided such disclosures are subject to the remaining requirements of this Section 13 and the requirements of Section 14 and Section 15, below.

 

• Exception for User Content. Any User Content that is collected or generated through use of the Sites and Services, or any of them, shall be deemed confidential information and intellectual property of both EVERGREEN CARBON CREDITS and User, which both EVERGREEN CARBON CREDITS and User may freely use and disclose as they see fit.  Uses by EVERGREEN CARBON CREDITS in connection with its joint ownership of such User Content shall include any and all legal purposes, including without limitation to perform EVERGREEN CARBON CREDITS’s obligations under these Terms, to enforce these Terms, to analyze, transfer and use such User Content in an aggregated form from which all personally identifiable information has been removed, for purposes of benchmarking system performance, preparing statistics, system metrics and other purposes, and to improve the Sites and Services, as well as the right to sublicense such rights to any third parties as necessary for EVERGREEN CARBON CREDITS to do so or as may be reasonably necessary or appropriate in connection with the Sites and Services, and User’s use and utilization thereof, each subject to the provisions of Section 8(b), above.  In addition, by creating a User Account, which User Account shall require User to submit valid contact information among the corresponding User Content, User consents to receive electronic communications from EVERGREEN CARBON CREDITS (including without limitation via e-mail, text message or other types of electronic messaging), which communications may include without limitation notices about the corresponding User Account (such as transactional information), as well as promotional communications EVERGREEN CARBON CREDITS, in its sole and absolute discretion, believes will be of interest to User.  User is not required to provide consent to such communications as a condition of accessing and using the Services, however, and as such, with the exception of important service announcements and administrative messages as reasonably necessary for User to continue accessing and using the Services, User may opt out of such communications through the Services or through User’s mobile device’s operating system as set forth in EVERGREEN CARBON CREDITS’s Privacy Policy.  User shall be solely responsible for the accuracy, quality, integrity, reliability, appropriateness, legality and intellectual property ownership or right to use all of the User Content, and User shall have indemnity obligations to EVERGREEN CARBON CREDITS therefor and in relation thereto as provided below.  User represents and warrants that (i) User has the appropriate authority, license or other rights to use all such User Content and to provide such User Content as set forth and contemplated in these Terms; (ii) User has and will maintain all rights, consents and approvals required to grant to EVERGREEN CARBON CREDITS the rights to access, use, adapt, display and modify User Content in accordance with this Section 13(f) and will upon EVERGREEN CARBON CREDITS’s request provide proof of the same; and (iii) User shall not knowingly infringe upon the intellectual or other proprietary rights of any third party.

 

• Ownership of Confidential Information. With the exception of User Content as described in Section 13(f), above, and subject to the license set forth in Section 13(b), above, all Confidential Information, including reproductions thereof, shall be deemed to be and remain the exclusive property of EVERGREEN CARBON CREDITS (or EVERGREEN CARBON CREDITS Party or EVERGREEN CARBON CREDITS Licensor, as appropriate), and no ownership rights of any kind in and to any Confidential Information are transferred hereby, hereunder or in connection herewith to User, any User Party or any third party.  User acknowledges that User does not acquire any such ownership rights by accessing and utilizing copyrighted material or otherwise using the Sites or Services, or any of them.  All rights are reserved.

 

• Other Exceptions to Confidentiality. The foregoing obligations of confidentiality shall not apply to any Confidential Information, which:  (i) is or becomes available to the public through no act or omission of User, any User Party or any party in violation of the terms and conditions of this Section 13 or any other confidentiality or non-disclosure agreement; (ii) was already known by User at the time of the disclosure by EVERGREEN CARBON CREDITS, as evidenced by User’s written records existing prior to the date of EVERGREEN CARBON CREDITS’s disclosure; (iii) is lawfully obtained from a person or entity other than EVERGREEN CARBON CREDITS or User without any obligation of confidentiality or non-disclosure; (iv) is approved for release by EVERGREEN CARBON CREDITS’s written authorization, but only to the extent of such authorization and subject to the further requirements set forth in this Section 13 and in Section 14 and Section 15, below; (v) is required by law or regulation to be disclosed to any person, but only: (A) to the extent and for the purposes of such required disclosure and (B) after first giving EVERGREEN CARBON CREDITS reasonable notice of such required disclosure and reasonable opportunity to contest such required disclosure; (vi) is disclosed in response to a valid order of a court or other governmental body or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if User first promptly notifies EVERGREEN CARBON CREDITS of the order and permits EVERGREEN CARBON CREDITS to seek an appropriate protective order; or (vii) is developed independently for User by personnel not having access to any of EVERGREEN CARBON CREDITS’s Confidential Information.

 

• Reverse Engineering / Independent Development. Notwithstanding any other provision of this Section 13 or these Terms, User shall not (and User shall not use any third party to), and User shall cause each User Party not to (and not to use any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to discern the design, structure, internal workings, or other technology incorporated in any of EVERGREEN CARBON CREDITS’s Confidential Information.
• Restrictive Covenant. In consideration of any of EVERGREEN CARBON CREDITS’s Confidential Information, which User will receive or have access to, in connection with the Sites, Services and EVERGREEN CARBON CREDITS Proprietary Items, User shall not, and shall cause each User Party not to use or utilize any Confidential Information to: (a) directly or indirectly sell to, solicit or divert, or attempt to sell to, solicit or divert any customer, client or business affiliate of EVERGREEN CARBON CREDITS for the purpose of or with the result of (I) competing with EVERGREEN CARBON CREDITS with respect to the Sites, Services or EVERGREEN CARBON CREDITS Proprietary Items, or any of them, (II) altering, modifying, diverting or precluding the development of any EVERGREEN CARBON CREDITS business relationship involving the Sites, Services or EVERGREEN CARBON CREDITS Proprietary Items, or any of them, or (III) otherwise interfering with business transacted with EVERGREEN CARBON CREDITS with respect to the Sites, Services or EVERGREEN CARBON CREDITS Proprietary Items, or any of them; or (b) directly or indirectly solicit or attempt to solicit, encourage, induce or entice EVERGREEN CARBON CREDITS’s employees, contractors, suppliers or consultants to terminate or modify their employment, engagement or business relationship with EVERGREEN CARBON CREDITS with respect to the Sites, Services or EVERGREEN CARBON CREDITS Proprietary Items, or any of them.
• Obligation to Notify and Assist. User agrees to immediately notify EVERGREEN CARBON CREDITS of any unauthorized use or disclosure of any of EVERGREEN CARBON CREDITS’s Confidential Information related to User’s possession of such Confidential Information or any other breach of this Section 13 and these Terms, and User agrees to cooperate in every reasonable way to help EVERGREEN CARBON CREDITS regain possession of any misused or mis-disclosed Confidential Information of EVERGREEN CARBON CREDITS and prevent (or limit to the extent possible) its further unauthorized use or disclosure.

(k)       No Warranty.  Except as clearly and expressly provided in this Section 13(k), all of EVERGREEN CARBON CREDITS’s Confidential Information is provided “as-is, where-is”.  EVERGREEN CARBON CREDITS makes no warranty, express or implied, regarding the timeliness, accuracy, performance or completeness of any of EVERGREEN CARBON CREDITS’s Confidential Information, except that to the extent EVERGREEN CARBON CREDITS actually knows of or actually discovers any inaccuracies, errors or omissions in such information, EVERGREEN CARBON CREDITS hereby warrants that it will promptly either correct or complete such information or report comprehensively and fully all inaccuracies, errors and omissions in such information.

 

14. Non-Circumvention. While these Terms remain in effect, and for a period extending three (3) years after the termination of any and all agreements under and in relation to these Terms, any and all User Account(s) and User’s access to the Sites and Services, during which the provisions of this Section 14 shall survive, User hereby legally, wholly and irrevocably binds itself and guarantees to EVERGREEN CARBON CREDITS that User shall not, and User shall cause each User Party not to, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, bypass or obviate EVERGREEN CARBON CREDITS’s interest or fee systems, or the interest or relationship between EVERGREEN CARBON CREDITS and any third party, by means of any procedures, or any Creators, Owners, Blockchain operators, providers, sellers, buyers, licensors, licensees, brokers, dealers, distributors, refiners, shippers, handlers, retailers, wholesalers, financial institutions, legal counsel, technology owners, manufacturers, contractors, subcontractors, consultants, sub-consultants, vendors, suppliers, other customers, clientele or other business relations, for the purpose or with the effect of changing, decreasing or avoiding, directly or indirectly, payments of established or to-be-established fees, commissions, compensation or consideration, or the continuance of pre-established relationships, including without limitation as between EVERGREEN CARBON CREDITS and one or more such third parties, or to intervene in uncontracted relationships with existing or prospective providers, manufacturers, suppliers, distributors, shippers, handlers, sellers, retailers, wholesalers, licensors, licensees, buyers, customers, clientele or intermediaries or to initiate any buy/sell or any transactional relationship that bypasses EVERGREEN CARBON CREDITS in favor of any other individual or entity or in favor of a direct relationship or arrangement between User and any other party, including without limitation any Creator, Owner, Blockchain operator or provider, in connection with the subject matter of these Terms, the Services, the transactions contemplated under these Terms or any related future transaction, agreement, project or undertaking, including without limitation User’s interaction with respect to any NFTs or virtual tokens.  Such agreement not to circumvent shall at all times include without limitation actions, transactions, undertakings or efforts by User or any User Party, or by any person or entity acting or purporting to act for or on behalf of User or any User Party, to bypass EVERGREEN CARBON CREDITS in order to contract or do business directly with any Creator, Owner, Blockchain operator, provider, manufacturer, supplier, seller, retailer, wholesaler, licensor, licensee, buyer, customer, client or other business relation of EVERGREEN CARBON CREDITS, with respect to any business, transactions undertakings or other matters in which EVERGREEN CARBON CREDITS acts and serves, or is at any time up to and including the end of the Restricted Period, intended to act and serve, as an intermediary, conduit or liaison between any seller, licensor, manufacturer, supplier, vendor, supplier or service provider, on one hand, and any buyer, retailer, wholesaler, licensee, customer, user or service recipient (including without limitation User or any other user) on the other hand, all such efforts being categorically prohibited under these Terms and this Section 14.

 

15. Injunctive Relief. User recognizes and agrees that a breach of any or all of the provisions of Section 13 and Section 14, above, will constitute immediate and irreparable harm to EVERGREEN CARBON CREDITS’s valuable business relations, for which damages cannot be readily calculated and for which damages and other remedies at law constitute an inadequate remedy.  In the event User or any User Party attempts or threatens to violate its obligations under such Section 13 and/or Section 14, above, then notwithstanding anything to the contrary in Section 22, below, EVERGREEN CARBON CREDITS shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining any further breaches of such Section 13 and/or Section 14 without the necessity of proving actual damages.  Such relief may be sought in any court of competent jurisdiction located in Maricopa County, Arizona, and User, for himself/herself/itself and for each of the User Parties, agrees to the personal jurisdiction of such courts for such purpose.  Notwithstanding anything to the contrary in Section 22, below, should EVERGREEN CARBON CREDITS or the EVERGREEN CARBON CREDITS Parties, or any of them, have a viable claim for such injunctive relief, User shall, and User shall cause each of the User Parties to, reimburse the EVERGREEN CARBON CREDITS and the EVERGREEN CARBON CREDITS Parties’ reasonable costs and attorney’s fees in connection with the same, regardless of whether EVERGREEN CARBON CREDITS and the EVERGREEN CARBON CREDITS Parties are ultimately successful in obtaining such injunctive relief.

 

16. Warranty Disclaimers. THE SITES AND SERVICES ARE PROVIDED AS IS, WHERE IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; PROVIDED THAT NOTHING IN THIS SECTION 16 SHALL SERVE AS A WAIVE OR DISCLAIMER OF ANY WARRANTIES OFFERED BY THE CORRESPONDING CREATOR, OWNER OR BLOCKCHAIN OPERATOR WITH RESPECT TO AN NFT, VIRTUAL TOKEN OR BLOCKCHAIN, AS APPLICABLE; AND PROVIDED, FURTHER, THAT IN NO EVENT AND UNDER NO CIRCUMSTANCE SHALL EVERGREEN CARBON CREDITS BE DEEMED RESPONSIBLE OR LIABLE FOR ANY SUCH WARRANTIES OFFERED BY SUCH A CREATOR, OWNER, BLOCKCHAIN OPERATOR OR WALLET PROVIDER, IT BEING UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT USER’S SOLE RECOURSE AS TO ANY SUCH WARRANTY SHALL BE EXCLUSIVELY AS TO SUCH CREATOR, OWNER, OPERATOR OR PROVIDER, AS THE CASE MAY BE.  USER ACCEPTS, USES AND UTILIZES THE SITES AND SERVICES AT USER’S OWN KNOWING AND VOLUNTARY RISK, AND THESE TERMS PROVIDE NO SUCH WARRANTIES.  TO THE EXTENT PERMITTED BY LAW, EVERGREEN CARBON CREDITS HEREBY EXPRESSLY DISAVOWS, AND USER HEREBY WAIVES AND DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, WHETHER ORAL, IN WRITING OR IN ELECTRIC FORM, EXPRESS OR IMPLIED.  AMONG OTHER THINGS, NEITHER EVERGREEN CARBON CREDITS NOR ANY OF ITS UNDERLYING EVERGREEN CARBON CREDITS SUBS, INFORMATION PROVIDERS, LICENSEES, EMPLOYEES, OFFICERS, DIRECTORS, ASSIGNEES, OR AGENTS WARRANT THAT THE SITES AND SERVICES OR INFORMATION PROVIDED VIA THE SITES:  (a) WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF USER; (b) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (c) WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, EQUIPMENT OR DATA; (d) WILL OPERATE IN THE COMBINATIONS THAT USER MAY SELECT FOR USE, OR THAT ALL ERRORS THEREIN WILL BE CORRECTED; (e) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (f) WILL GENERATE DATA OR OTHER RESULTS THAT ARE COMPLETE OR USEFUL FOR USER’S PURPOSES.  IT IS THE RESPONSIBILITY OF USER TO EVALUATE THE COMPLETENESS OR USEFULNESS OF ALL DATA AND MATERIALS GENERATED THROUGH THE USE OF THE SITES AND SERVICES FOR USER’S PURPOSES.  USER FURTHER ACKNOWLEDGES AND AGREES THAT EVERGREEN CARBON CREDITS EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, ANY CREATOR, OWNER OR BLOCKCHAIN OPERATOR’S COMPLIANCE WITH ANY LAW OR REGULATION APPLICABLE TO SUCH PERSON OR ENTITY OR ANY OF THE NFTS, VIRTUAL TOKENS OR BLOCKCHAINS. 

 

17. Limitation of Liability. EVERGREEN CARBON CREDITS SHALL HAVE NO LIABILITY FOR UNAUTHORIZED THIRD-PARTY ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, ANY INFORMATION CONTAINED AT THE SITES OR TRANSMITTED THROUGH THE SERVICES, OR ANY OF THEM, THROUGH ACCIDENT OR THROUGH FRAUDULENT OR WRONGFUL MEANS OR DEVICES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EVERGREEN CARBON CREDITS, ANY EVERGREEN CARBON CREDITS PARTY OR ANY OF EVERGREEN CARBON CREDITS’S SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS OR LICENSEES, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING IN ANY WAY FROM ANY CONTENT OR MATERIALS PROVIDED ON, AT OR THROUGH THE SITES, OR ANY OF THEM, OR THE USE OF THE INFORMATION OR THE RESULTS OF THE USE OF THE INFORMATION PROVIDED ON, AT OR THROUGH THE SITES, OR ANY OF THEM, EVEN IF EACH IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN THE EVENT OF EVERGREEN CARBON CREDITS’S RECKLESS OR INTENTIONALLY WRONGFUL CONDUCT, EVERGREEN CARBON CREDITS’S LIABILITY SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE RESPONSIBILITY TO CORRECT THE SITES OR ANY MATERIALLY DEFECTIVE CONTENT OR MATERIALS AT EVERGREEN CARBON CREDITS’S EXPENSE.  THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.  THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 17 SHALL APPLY IN ALL EVENTS AND UNDER ALL CIRCUMSTANCES, WITH THE ONLY EXCEPTION BEING TO THE EXTENT SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED BY APPLICABLE LAW.  IN JURISDICTIONS WHERE ANY SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY OF EVERGREEN CARBON CREDITS SHALL NOT EXCEED THE STATUTORY LIMIT.

 

18. Jurisdictional Limitations and Acknowledgment. NOTE THAT SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THE TWO PRECEDING SECTIONS.  ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING THEREIN MAY NOT APPLY TO YOU.  IF USER IS A CALIFORNIA RESIDENT, OR IF ANY SERVICES OR ITEMS ARE TO BE DELIVERED IN OR TO CALIFORNIA, THEN BY AGREEING TO THESE TERMS, USER IS WAIVING CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT ANY TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.  THE LIMITATIONS OF LIABILITY IN THESE TERMS SHALL BE CONSIDERED INAPPLICABLE ONLY TO THE EXTENT SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED BY APPLICABLE LAW.  IN JURISDICTIONS WHERE ANY SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY OF EVERGREEN CARBON CREDITS SHALL NOT EXCEED THE STATUTORY LIMIT.  User and EVERGREEN CARBON CREDITS acknowledge that they have reached agreement on base compensation and other charges set forth in these Terms in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in these Terms and that the same form an essential basis of the bargain between the User and EVERGREEN CARBON CREDITS.  Section 16 and section 17 of these Terms allocate the risks under these Terms between EVERGREEN CARBON CREDITS, on one hand, and User, on the other, and are viewed by such parties as an integral part of the business arrangement between them.  The provisions of these Terms reflect this allocation of risk and the limitations specified herein.   Each of User and EVERGREEN CARBON CREDITS has a duty to mitigate the damages and losses that would otherwise be recoverable from the other pursuant to these Terms (including under any indemnity) by taking appropriate and commercially reasonable actions to reduce or limit the amount of such damages or losses.

 

19. Force Majeure. EVERGREEN CARBON CREDITS shall not be liable or responsible in any way for any failure or delay in performance or delivery, or for any damage to User, caused by or attributable to, in whole or in part, any factor beyond EVERGREEN CARBON CREDITS’s control, including without limitation strikes, riots, wars, fires, acts of God, diseases, viruses, bacteria, health emergencies or situations as declared by a generally recognized governmental or scientific authority, acts of compliance with any law or regulation, acts or omissions of third parties for which EVERGREEN CARBON CREDITS is not legally responsible, and/or any other factor that could be characterized as a force majeure event.

 

20. Indemnification. User agrees to indemnify, defend, and hold harmless EVERGREEN CARBON CREDITS, and each of the EVERGREEN CARBON CREDITS Parties, and defend any action brought against the same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorney’s fees, to the extent that such action is based upon a claim that: (a) if true, would constitute a breach of any of User’s representations, warranties, or agreements hereunder; (b) arises out of User’s negligence, willful misconduct, or other breach of these Terms or the rules, terms and conditions and/or license of any Creator, Owner, third-party wallet provider or Blockchain operator; (c) arises out of, related to, is caused by or is attributable to User’s access to, use, utilization or interaction with any wallet, or any disposition of any wallet; and/or (d) arises out of, relates to, is caused by or is attributable to User’s access to, consideration, sale, purchase, acquisition or disposition of, transaction in or interaction with any NFTs, virtual tokens or Blockchains; each except to the extent arising out of EVERGREEN CARBON CREDITS’s willful misconduct or material breach of these Terms.

 

21. Governing Law. THESE TERMS, AND THE RIGHTS AND OBLIGATIONS HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND THE STATE OF ARIZONA, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

 

22. 22. Dispute Resolution. To the extent that User and EVERGREEN CARBON CREDITS are unable to resolve any disputes or controversies arising out of or relating to these Terms, or the performance, breach, validity, interpretation or enforcement of these Terms, or any transactions contemplated under these terms, or any subject matter of these Terms (each, a “Dispute”), all such Disputes will be submitted to a mediator located in Maricopa County, Arizona prior to any arbitration or other action.  The mediator’s fees and expenses shall be shared equally by User and EVERGREEN CARBON CREDITS, who agree to exercise their best efforts in good faith to resolve all disputes in mediation.  Mediation begins on the date one party sends written notice to the other requesting mediation and presenting in the notice the matter to be mediated.  Mediation shall conclude when both parties sign an agreement that resolves the subject of the mediation.  If no agreement is reached within sixty (60) calendar days after the date of the original written notice, the mediation is considered unsuccessful.  In the event any Dispute cannot be settled by User and EVERGREEN CARBON CREDITS informally or through mediation, the matter in controversy or dispute shall be resolved by binding confidential private arbitration before a mutually agreeable arbitrator in Maricopa County, Arizona.  In the event the parties cannot agree on an arbitrator, the presiding judge of the Superior Court of Maricopa County, Arizona, shall decide who the arbitrator shall be.  The decision of the arbitrator will be final and binding on the parties to such proceeding.  USER HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY.  In any arbitration or other proceeding related to a Dispute, the prevailing party shall be entitled to reimbursement of such party’s reasonable costs and attorney’s fees.  Otherwise, the arbitrator shall have the discretion to enter any award permissible under applicable law, and such award shall be enforceable exclusively in a state or federal court of competent jurisdiction in Maricopa County, Arizona.

 

23. Entire Agreement. These Terms, together with any applicable Privacy Policy and other policies of EVERGREEN CARBON CREDITS referenced in these Terms, together with the rules, terms and conditions of any applicable third-party wallet provider, Creator, Owner or Blockchain operator, together with any applicable license of any Creator and/or Owner, contain the entire understanding and agreement between EVERGREEN CARBON CREDITS and User with respect to the subject matter hereof and supersede all prior agreements and understandings, express or implied, oral or written, among such parties with respect to the subject matter hereof.  There are no promises, terms, conditions, or obligations between User and EVERGREEN CARBON CREDITS other than those contained (t)herein.

 

24. Notices. Notices to EVERGREEN CARBON CREDITS provided in connection with these Terms shall be sent via verifiable e-mail to support@centralbusinessdevelopment.com.  Notices to User provided in connection with these Terms shall be sent via verifiable e-mail to User’s e-mail address most recently listed by User with User’s profile data.  EVERGREEN CARBON CREDITS and User may provide for alternative notice by providing notice as set forth in this Section 24.

 

25. Number and Gender; Captions. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.  The captions, headings and arrangements used in these Terms are for convenience only and do not in any way affect, limit or amplify the provisions hereof.

 

26. Invalid Provisions. If any provision of these Terms, or of the rules, terms and conditions of any applicable third-party wallet provider, Creator, Owner or Blockchain operator, or of any applicable license of any Creator and/or Owner, is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; these Terms, and the rules, terms and conditions of any applicable third-party wallet provider, Creator, Owner or Blockchain operator, and any applicable license of any Creator and/or Owner, shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part (t)hereof; and the remaining provisions of these Terms and the rules, terms and conditions of any applicable third-party wallet provider, Creator, Owner or Blockchain operator, and any applicable license of any Creator and/or Owner, shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance from these Terms or the rules, terms and conditions of any applicable third-party wallet provider, Creator, Owner or Blockchain operator, or any applicable license of any Creator and/or Owner, as applicable.  Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part hereof a provision as similar in terms, but in any event no more restrictive than, such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

 

27. No Waiver. Failure on the part of EVERGREEN CARBON CREDITS to complain of any act or failure to act of another party or to declare another party in default, irrespective of how long such failure continues, shall not constitute a waiver by EVERGREEN CARBON CREDITS of its rights hereunder.  Any waiver by EVERGREEN CARBON CREDITS of any default of another party shall not affect or impair any right arising from any other or subsequent default.  Nothing herein shall limit EVERGREEN CARBON CREDITS’s remedies and rights under and pursuant to these Terms.

 

28. Survival. The requirements of Section 13 through Section 22 of these Terms shall survive the termination of any and all agreements under and in relation to these Terms, any and all User Account(s) and User’s access to the Sites and Services. 

BY CLICKING AGREEMENT AS PROVIDED AT THE SITES, USER AND NATURAL PERSON CLICKING AGREEMENT ON BEHALF OF USER, AS THE CASE MAY BE, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND CONFIRM THAT USER AND SUCH NATURAL PERSON, AND EACH OF THEM, HAVE READ THESE TERMS TO COMPLETION, FULLY UNDERSTAND ALL PROVISIONS HEREIN, UNDERSTAND THAT USER HAS GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING TO THESE TERMS, AND ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, EACH FREELY AND VOLUNTARILY, AND WITHOUT ANY UNDUE INFLUENCE.  USER AND SUCH NATURAL PERSON, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND AGREE THAT SUCH PARTIES HAVE RECEIVED VALUABLE CONSIDERATION IN RELATION TO THEIR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS, WHICH USER AND EACH SUCH NATURAL PERSON, AND EACH OF THEM, UNDERSTAND TO BE A PREREQUISITE TO THEIR ABILITY TO ACCESS AND RECEIVE THE SERVICES MADE AVAILABLE AT AND THROUGH THE SITES, AND TO USE AND UTILIZE THE SITES AND SERVICES.  FINALLY, USER AND SUCH NATURAL PERSON, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THESE TERMS, TOGETHER WITH THE PROVISIONS AND CONDITIONS OF ANY DOCUMENTS AND AGREEMENTS INCORPORATED (T)HEREIN AND INTEGRATED (T)HEREWITH BY REFERENCE, SHALL BE OF FULL FORCE AND EFFECT AS TO ANY AND ALL SUCH ACTIVITIES, WITHOUT REGARD TO THE DATE OR TIMING OF ANY SUCH ACCESS, PARTICIPATION, PURCHASE, USE OR UTILIZATION.  USER CERTIFIES THAT USER OR SUCH NATURAL PERSON, AS APPLICABLE, IS AT LEAST 18 YEARS OF AGE AND OF SOUND MIND AND FULL CAPACITY TO ENTER INTO AND BE BOUND BY THESE TERMS OR TO BIND USER TO THESE TERMS, AS THE CASE MAY BE.  BY CLICKING AGREEMENT AS PROVIDED AT THE SITES, USER HEREBY UNDERSTANDS, ACKNOWLEDGES AND CONFIRMS THAT At all relevant and applicable times, all representations, warranties and covenants of USER PROVIDED in these Terms are accurate and complete, AND EVERGREEN CARBON CREDITS shall have the right to rely on the same in full.